<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THE SERVICEMASTER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE ONE SERVICEMASTER WAY 36-3858106
(STATE OR OTHER DOWNERS GROVE, ILLINOIS 60515 (I.R.S. EMPLOYER
JURISDICTION OF (630) 271-1300 IDENTIFICATION
INCORPORATION NO.)
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
OR ORGANIZATION)
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
VERNON T. SQUIRES
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE SERVICEMASTER COMPANY
ONE SERVICEMASTER WAY
DOWNERS GROVE, ILLINOIS 60515-1700
(630) 271-1300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO AGENT FOR
SERVICE, SHOULD BE SENT TO:
ROBERT H. KINDERMAN, ESQ. KEITH L. KEARNEY, ESQ.
KIRKLAND & ELLIS DAVIS POLK & WARDWELL
200 EAST RANDOLPH DRIVE 450 LEXINGTON AVENUE
CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10017
(312) 861-2000 (212) 450-4000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest investment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement of the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share,
and related Preferred Stock Purchase
Rights................................... 2,000,000 $28.75 $57,500,000 $16,963.00
- -------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Reflects the average of the high and low prices on the New York Stock
Exchange Composite Tape on May 11, 1998, pursuant to Rule 457(c) under the
Securities Act of 1933, as amended.
(2) The value attributable to the Preferred Stock Purchase Rights is reflected
in the value attributable to the Common Stock.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to register 2,000,000 additional shares of
Common Stock, par value $.01 per share, and related Preferred Share Purchase
Rights, of The ServiceMaster Company (the "Company"), for the offering pursuant
to the Registration Statement on Form S-3 of the Company (File No. 333-49707),
filed with the Securities and Exchange Commission ("Commission") on April 9,
1998, as amended, which was previously declared effective by the Commission on
May 11, 1998 at 3:00 p.m. (ET) (the "Prior Registration Statement"). The
contents of the Prior Registration Statement are hereby incorporated by
reference in this Registration Statement.
Part II
Information Not Required in Prospectus
Item 16. Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
5.1 Opinion of Counsel.(1)
23.1 Consent of Counsel (included in Exhibit 5.1).(1)
23.2 Consent of Arthur Andersen LLP.(2)
24.1 Power of Attorney.(1)
</TABLE>
- --------
(1) Incorporated by reference to the respective exhibit of the Prior
Registration Statement.
(2) Filed herewith.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN DOWNERS GROVE, ILLINOIS, ON THE DAY OF MAY 11, 1998.
The ServiceMaster Company, As
Registrant
/s/ Vernon T. Squires
By: _________________________________
Vernon T. Squires
Senior Vice President and General
Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON MAY 11, 1998 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman and Director of The ServiceMaster
___________________________________________ Company
C. William Pollard
* President, Chief Executive Officer and
___________________________________________ Director of The ServiceMaster Company
Carlos H. Cantu
* Vice Chairman and Director of The
___________________________________________ ServiceMaster Company
Charles W. Stair
* Vice Chairman and Director of The
___________________________________________ ServiceMaster Company
Phillip B. Rooney
* Director of The ServiceMaster Company
___________________________________________
Paul W. Berezny, Jr.
* Director of The ServiceMaster Company
___________________________________________
Henry O. Boswell
* Director of The ServiceMaster Company
___________________________________________
Brian Griffiths
* Director of The ServiceMaster Company
___________________________________________
Sidney E. Harris
* Director of The ServiceMaster Company
___________________________________________
Herbert P. Hess
* Director of The ServiceMaster Company
___________________________________________
Michele M. Hunt
* Director of The ServiceMaster Company
___________________________________________
Gunther H. Knoedler
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Director of The ServiceMaster Company
___________________________________________
James D. McLennan
* Director of The ServiceMaster Company
___________________________________________
Vincent C. Nelson
* Director of The ServiceMaster Company
___________________________________________
Dallen W. Peterson
* Director of The ServiceMaster Company
___________________________________________
Steven S Reinemund
* Director of The ServiceMaster Company
___________________________________________
Burton E. Sorenson
* Director of The ServiceMaster Company
___________________________________________
David K. Wessner
</TABLE>
*The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed by the
above-named officers and directors of The ServiceMaster Company and
previously filed with the Securities and Exchange Commission on behalf of
such officers and directors.
/s/ Vernon T. Squires
By: _________________________________
Vernon T. Squires
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBER
------- -------------------- ----------
<C> <S> <C>
5.1 Opinion of Counsel.(1)
23.1 Consent of Counsel (included in Exhibit 5.1).(1)
23.2 Consent of Arthur Andersen LLP.(2)
24.1 Power of Attorney.(1)
</TABLE>
- --------
(1) Incorporated by reference to the respective exhibit of the Prior
Registration Statement.
(2) Filed herewith.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the use of our report
included in this registration statement and to the incorporation by reference in
this registration statement of our report dated January 26, 1998 included in The
ServiceMaster Company's Form 10-K for the year ended December 31, 1997 and to
all references to our Firm included in this registration statement.
May 11, 1998 /s/ Arthur Andersen LLP
